SAFEWAY INC
8-K, 1994-03-11
GROCERY STORES
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                        Date of Report:  March 11, 1994
                         Commission file number   1-41


                                  SAFEWAY INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
  <S>                                                     <C>
             DELAWARE                                     94-3019135
             --------                                     ----------
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)

     FOURTH AND JACKSON STREETS
        OAKLAND, CALIFORNIA                                  94660
        -------------------                                  -----
(Address of principal executive offices)                   (Zip Code)

    Registrant's telephone number,                       (510) 891-3000
        including area code                              --------------

</TABLE>

                                 Not Applicable

               (Former name, former address and former fiscal year, 
                         if changed since last report.)
<PAGE>   2

                                  SAFEWAY INC.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  The following exhibits are filed as part of this Report:

              12.1    Computation of Ratio of Earnings to Fixed Charges





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<PAGE>   3
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.





                                  SAFEWAY INC.
                                  ------------
                                   REGISTRANT



Date:  March 11, 1994                   By:  /s/  F.J. Dale
                                             -------------------------------
                                             F. J. Dale
                                             Group Vice President Finance




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<PAGE>   4
                                                                  Exhibit 12.1
                                                                  
                                 SAFEWAY INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (dollars in millions)



<TABLE>
<CAPTION>                                                                                                                     
                                                                  1993           1992         1991         1990         1989  
                                                                 -------        -------      -------      -------      -------
<S>                                                               <C>           <C>          <C>          <C>           <C>    
Income before income taxes,                                                                                                   
     extraordinary loss and cumulative                                                                                        
     effect of accounting changes                                $ 216.3        $ 197.4      $ 166.2      $ 194.7      $  94.0 
                                                                                                                              
Add interest expense                                               265.5          290.4        355.4        384.1        382.8
                                                                                                                              
Add interest on rental expense (a)                                  88.0           88.0         83.0         82.0         74.0
                                                                                                                              
Equity in (earnings) loss of unconsolidated affiliates             (33.5)         (39.1)       (45.8)       (25.5)         4.0
                                                                                                                              
Less gain on common stock offering by                                                                                         
     unconsolidated affiliate                                       -              -           (27.4)        -            -   
                                                                                                                              
Add minority interest in subsidiary                                  3.5            1.7          1.3          1.4          1.2
                                                                 -------        -------      -------      -------      -------
     Earnings                                                    $ 539.8        $ 538.4      $ 532.7      $ 636.7      $ 556.0
                                                                 =======        =======      =======      =======      =======
                                                                                                                              
                                                                                                                              
Interest expense                                                 $ 265.5        $ 290.4      $ 355.4      $ 384.1      $ 382.8
                                                                                                                              
Add capitalized interest                                             4.2            8.0         10.6          3.3          1.4
                                                                                                                              
Add interest on rental expense (a)                                  88.0           88.0         83.0         82.0         74.0
                                                                 -------        -------      -------      -------      -------
     Fixed charges                                               $ 357.7        $ 386.4      $ 449.0      $ 469.4      $ 458.2
                                                                 =======        =======      =======      =======      =======
                                                                                                                              
     Ratio of earnings to fixed charges                             1.51 (b)       1.39         1.19 (c)     1.36         1.21
                                                                 =======        =======      =======      =======      =======
</TABLE>


(a)  Based on a 10% discount factor on the estimated present value of future
     operating lease payments.

(b)  Safeway's ratio of earnings to fixed charges for the 52 weeks ended
     January 1, 1994, was adversely affected by a $54.9 million charge to
     operating and administrative expense for severance payments to be made to
     retail employees in the Alberta, Canada division as part of a voluntary
     employee buyout.  Excluding this charge the ratio of earnings to fixed
     charges for 1993 would have been 1.66.

(c)  The ratio of earnings to fixed charges for 1991 was adversely affected
     because 1991 earnings included a charge to operating profit of $115
     million in connection with the bankruptcy of AppleTree Markets, Inc.
     ("AppleTree").  The $115 million charge was an estimate of the eventual
     net lease and related cash payments which Safeway expected to make over a
     period of up to 16 years in connection with any liability Safeway may have
     on the leases assigned to AppleTree as part of the sale of the Company's
     former Houston division.  Excluding this charge, the ratio of earnings to
     fixed charges for 1991 would have been 1.44.





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